The Amazing Spider-Boy 3
by Shinigamilover2
Summary: MPAS AU/ crossover with Spider-man. Sherman's life has never been more perfect. Mr. Peabody is gonna marry MJ, some old friends are coming to visit, and Penny loves him more than ever. But Sherman has to deal with his best-friend turned enemy, Hayden, a giant lizard, and a new suit that changes Sherman's personality. Rated T for superhero violence and blood. Please R&R!
1. The New Goblin

** A/N: This is 'The Amazing Spider-Boy 3'! Yay! In this story, we've got not only Hayden (Green Goblin if you haven't read 'Amazing Spider-Boy 2') to deal with, but two other villains. And a little surprise for those of you who love the original 'Spider-Man' movies. Without further ado, onto the story! Enjoy!**

** (Normal P.O.V.)**

An apartment building was on fire and it was being evacuated. There were firefighters, paramedics, witnesses and apartment residents.

"Please! You have to let me go back in! My baby is in there! My baby is in there!" a woman in her twenties begged one firefighter.

"We can't let anyone in there, it's far too dangerous" said the firefighter.

"But that's my baby!" cried the woman in panic.

"Look!" one little girl called out pointing up to the burning building. The firefighters and woman look up to see Spider-Boy jumping out of the building from a window with a blue bundle in his arms. Once he landed on his feet Spider-Boy looked to the firefighters and the lady.

"Is this one yours?" asked Spider-Boy.

"Oh my God! Jack!" she cried running towards Spider-Boy and picked the baby wrapped in blue blanket from his arms. The woman was now letting out tears of happiness as she held her baby and looked to Spider-Boy.

"Thank you, you're an angel" said the woman.

"Anything for the neighborhood" Spider-Boy said before shooting two strands of webbing at the building next to the burning one and a water tower, using them to slingshot himself into the air and swing through the city.

**(Sherman's P.O.V.)**

Maybe you've heard of me, maybe you've seen me. I'm Sherman Peabody, your typical second grader living in the Big Apple. But when something happens like a bank robbery, a mugging, or a burning building scenario takes place, I'm not Sherman, I'm Spider-Boy.

My girlfriend, Penny and I have never had a more stronger relationship, you can barely separate us for less than a minute. My dad, Mr. Peabody and his girlfriend Mary Jane Watson have been doing pretty okay too. Actually, I was running an errand for Mr. Peabody until that burning building thing caught my attention. So, now that that's out of the way, I'd better go back to what I was doing.

**(Normal P.O.V.)**

Spider-Boy swung through the city until he spotted 'Peabody Enterprises'. He clung onto the wall and climbed up to the main office on the twenty fifth floor. The window was open so he just let himself in.

"Took you long enough" said a voice from his left. He turned around to see Mr. Peabody holding a mug full off coffee and a folder with some blue colored papers in it with a paperclip attaching the papers to the folder.

"Sorry, I got a little sidetracked. Spider-Boy said as he shut the window and took his mask off.

"What was it this time?" asked Peabody as he sat down at his desk, putting the folder down on the desk and opening it, but still keeping the coffee in his paw.

"Saving a baby from a burning apartment building. Nothing serious" Sherman said as he placed his mask down on his father's desk.

"Not as serious as Dr. Octopus, Sandman, or the Green Goblin?" asked Peabody.

"Not really" Sherman said as he was now sitting down on a leather chair in front of the desk.

"So, did you get it?" asked the beagle. Sherman reached into the pocket of the pants of his suit to reveal a little black box covered in felt.

"Thank you, Sherman. You're a life saver" Peabody said taking the box out of his son's hands softly.

"It's what I do everyday" Sherman said shrugging his shoulders with a smile. Peabody opened the box to reveal a diamond ring with a silver band on it with the words 'Worth More Than My Own Life' engraved into the band, a lone diamond in the center with a tiny little ring of littler diamonds surrounding the slightly bigger one in the center.

"Are you sure you wanna do this?" Sherman asked.

"I've never been more sure about anything in my life, Sherman" Peabody said glaring into the diamond. He was wanting to propose to Mary Jane for a while now, they have been having a loving relationship and never got into a fight, not once. Now after a while of dating, Mr. Peabody thought the time had come to pull out the ring and ask her 'The Question'.

"But a marriage is for life, there is no going back" Sherman said.

"I am well aware of this. I finally found the one girl I want to be my Mrs. Peabody, and Mary Jane is definitely the one" Peabody said smiling and gazed into the diamond.

"Well, I'd better get going. Good luck, I hope she says 'Yes'" Sherman said before grabbing his mask, putting back on and opening the window.

"Thank you" Peabody said before Spider-Boy jumped out the window and swung through the city. Just as he was about to shoot another web out at a passing by building, something hit him and made him fall onto the roof of a bank.

"Ow! What the heck?" asked Spider-Boy as he got up. He then looked up to see someone about his height standing on a chrome snowboard-like glider with one green glowing turbine fan on the left of the board and on the right of the board. The suit that the figure wore was skin-tight and was the color gray, wearing black combat boots that went up to his shins, he was wearing gauntlets that had three sharp blades on them, and to cover up his face he wore what was similar looking to a dark green paintball mask, and he had brown emo style hair that had one bang cover up the left part of his face and the left eye of the black goggles on the mask.

"We have Air Traffic for a reason, now what do you want?" asked Spider-Boy.

"Oh come on, Sherman. That's no way to treat your best friend. Said a familiar voice. The figure pushed a button on one of his gauntlets to make the mask come off to reveal the face of Sherman's best friend turned enemy, Hayden McClaine.

"Hayden?" Spider-Boy asked.

"You'd better believe it. But I'm not the Green Goblin you once new, say hello to the New Goblin!" shouted Hayden as he threw a bomb at Spider-Boy and this time, he dodged it before it could even explode.

"Hayden, stop this, now" Spider-Boy said as he was now on the edge of the bank. Hayden pressed the button on his gauntlet and the mask came back onto his face.

"You knew this was coming, Sherman. Don't run away from your fate" said Hayden as he was now flying after him. He was chasing Spider-Boy through an alley where there were a lot of pipes and electric generators. Hayden held up his left gauntlet and out of them came rotating razorblades.

"God, I hate those things" Spider-Boy said as he dodged the razors and dodging the pipes as he ran past them or through them. Hayden however didn't notice one pipe in front of him and ran face first into the pipe itself. Causing him to fall off the board and hit his head on another pipe before falling to the ground.

"That's gonna leave a bruise" Spider-Boy joked as he landed on the ground and stood over an unconscious Hayden.

"Alright, let's get you to the hospital" said Spider-Boy as he picked Hayden up in his arms and rushed him to the hospital.

Once Spider-Boy dropped Hayden at the ER, the doctors told him 'Thank You' for bringing him here as soon as he saw him get hurt and stuff like that. Once he left the hospital, Spider-Boy looked up to the sky.

"Alright, rescue baby from burning building: Check. Deliver ring to Mr. Peabody: Check. Deal with Hayden and get him to the hospital: Check. Only thing left to do today is my date with Penny" said Spider-Boy. He climbed up the hospital walls and began jumping from roof to roof.

**A/N: There you have it! Chapter 1! Mr. Peabody is gonna propose to Mary Jane (How romantic!) and Hayden makes his first appearance as the New Goblin. In the next chapter, we get to see a little twist happen during Penny and Sherman's date. More to come in the next update. Please review, thanks!**


	2. Marry Me?

** A/N: In this chapter, we get to see the highlight of the whole story. And some more epic stuff will go down. Also, if you've seen 'Spider-Man 3' (The old one from 2007) you will love this one, because what happens in that movie happens in this story, and I know that 'Spider-Man 3' is a fan favorite. Anyways, Enjoy!**

** (Normal P.O.V.)**

Spider-Boy picked Penny up from her house and they went to Central Park together. He built a hammock in the trees with his webbing and they laid on it, watching a meteor shower. Sherman had his mask off and just enjoyed looking up at the stars with his girlfriend.

"It's beautiful, isn't it?" Sherman asked turning his head towards her.

"It is" Penny said simply as she smiled. A shooting star passed by them.

"A shooting star! Make a wish" Sherman said with excitement.

"Okay then, I wish that we will be together forever" Penny said with a smile as she looked from the sky to her boyfriend.

"I was about to wish for the same thing" Sherman said. They chuckled a bit and Penny pulled Sherman closer to her and they began kissing with their eyes closed. Little did they know that as they were kissing, a meteor crashed about three feet away from them.

Inside the meteor was what looked like shiny black goo that was moving by itself. It began making barely audible screeching noises and crawled on the ground.

Back in the trees, Sherman grabbed onto Penny and jumped off the web hammock and they landed safely onto the grass.

"Ready to head home?" asked Sherman as he pulled out his mask and put it on. Sherman didn't notice the goo from the meteor was right next to his foot behind a bush.

"Yeah, let's go back" said Penny. Spider-Boy then put Penny on his back and began walking. The goo stepped in front of Spider-Boy's boot and he stepped on it. The goo was now clinging to the sole of the boot and Spider-Boy didn't even feel anything wrong with his boot.

"You'd better hang on tight" Spider-Boy said as he ran super fast until he jumped over a Hummer that was passing by and shot his webs at two street lights, and slingshot himself and Penny into the air. They swung from building to building until they reached Penny's house and spoke while Penny was inside her room, and Spider-Boy was outside the window.

"So, see you tomorrow?" he asked.

"You'd better believe it" Penny said before kissing the place on the mask where Spider-Boy's mouth was covered. Once that was done and over with, Spider-Boy swung through the city once more to get back to his penthouse home.

Meanwhile, inside Peabody's penthouse, he was lighting up candles and dimming the lights a bit. Once the final candle was lit, he set it on the coffee table.

"The candles are all set up!" Mr. Peabody called out. Out of the kitchen came two animals that were anthropomorphic like him. One was an orange furred moose with yellow antlers, and had white gloves on his hands, this moose's name was Bullwinkle.

The second animal was a small gray furred squirrel with a blue pilot's hat on with goggles, he also had two buck teeth that hung from the top of his mouth. This was Rocky, Bullwinkle's very best friend.

"The food is done, Peabody" Rocky said as he and Bullwinkle placed the food down on the table. Rocky and Bullwinkle had been friends with Mr. Peabody for while, they met over 'Twitter' and met during his and Sherman's vacation to their home in Frostbite Falls, Minnesota.

"Thanks, you two. This has to be perfect for Mary Jane when she arrives" Peabody said looking at the wall-clock.

"Anything for a friend. I can't believe you and MJ are gonna be married soon" Bullwinkle said with happiness.

"If she says 'Yes', Bullwinkle" Rocky pointed out as he began setting up napkins at the table as well as the silverware.

"Oh right" Bullwinkle said.

"There's still one thing missing, and I've got someone coming over to help me take care of that" said Peabody as he pulled up some leather seats for the chairs at the separate ends of the table.

"Who's coming over?" asked Rocky. A loud thud came after that and everyone looked to the window to see Spider-Boy coming into the room.

"Sorry I'm late" said Spider-Boy. Rocky and Bullwinkle were now wide-eyed and began stuttering.

"Are you two okay?" Spider-Boy asked. Sweat was now trickling down the moose and squirrel's foreheads.

"B-B-Bullwinkle, i-i-i-it's Sp-Sp-Sp-Spider-Boy!" Rocky cried out in excitement and they began getting smiles.

"The Amazing Spider-Boy in here in Peabody's penthouse?" Bullwinkle asked. They then began screaming like girls who were at a concert for their favorite boy-band and then fainted.

"What's up with Rocky and Bullwinkle Mr. Peabody? Are they alright?" asked Spider-Boy taking his mask off walking towards the unconscious moose and squirrel. As Sherman walked forward, the goo came off Sherman's boot as a black boot-print sticking to the hardwood floor. The goo then began crawling under the couch without being noticed.

"They're fine, Sherman. Just a little overexcited that's all. They are your biggest fans after all" Peabody said.

"So, what was it you said you needed my help with exactly?" Sherman asked. Peabody whispered into his ear and then Sherman replied.

"No problem" Sherman cracked his knuckles and began shooting multiple strands of webbing at the ceiling. After a while of this, Sherman stepped back and rubbed his gloved hands together.

"What do you think?" asked Sherman. Peabody looked up at what Sherman did, a banner made of webbing that said 'Marry Me?'.

"Thank you, I love it. And I know she'll love it too" Peabody said to thank him. He then looked down to see Rocky and Bullwinkle unconscious still on the floor.

"Go and change out of your suit and put on your normal clothes, okay?" Peabody instructed. Sherman left to do as he was asked, but Peabody stopped him.

"Also, they wanted to ask Spider-Boy for an autograph while they were visiting if that was okay?" asked Peabody holding up two photographs. Both of them are of Spider-Boy swinging through the city. Sherman took out a red sharpie and signed 'Spider-Boy' in cursive writing underneath where Spider-Boy was. After handing the photos back to Peabody, he ran into his room to get changed.

After a while, Rocky and Bullwinkle woke up and saw Sherman and Peabody standing over them.

"What happened?" asked Rocky.

"You fainted after Spider-Boy came into the room" Peabody said. Rocky and Bullwinkle sighed in disappointment.

"Aw shucks, we missed him, buddy" said Bullwinkle.

"But he did have time to sign these" Sherman said handing them the photos. Rocky and Bullwinkle looked at the signatures and began jumping up and down like energetic five year old kids.

"And look at what he did" Peabody said pointing up. They both saw the 'Marry Me' sign that was made from Spider-Boy's webbing.

"Wow" the both of them said in awe. The elevator made a 'Ding' sound and Peabody ran to the elevator to greet Mary Jane, who was wearing a tan strapless dress that went down to her knees, she was wearing tan high-heeled shoes to match the dress and she had her hair up in a bun.

"My lady, you're looking beautiful this evening" said the beagle taking her hand and kissing it.

"Why thank you, Mr. Peabody" said Mary Jane caressing his cheek and kissed his wet nose.

"This way" said Peabody, taking her hand and leading her to the dining room. Sherman saw them coming and pushed a button on the speaker system that had Sherman's iPhone 5 on it. The song that was playing was 'Marry Me' by 'Train'. Rocky, Bullwinkle, and Sherman stood behind the table with their hands behind their backs and smiling.

"Oh my gosh, Peabody, what is this?" asked Mary Jane. Sherman tilted his head upwards to signal her to look up. She looked up to see the banner made of webbing and she put her hands on her mouth in surprise and backed up slowly by four steps.

"Mary Jane Watson..." Peabody said getting on one knee and pulling out the black box and opening it, revealing the ring.

"... Will you marry me?" he asked. MJ let tears of happiness fall from her eyes and took her hands off her mouth.

"Yes! Yes! A million times yes!" she shouted. Peabody's eyes beamed up with happiness. She said 'Yes' to being his wife. Rocky, Sherman, and Bullwinkle clapped softly. Mary Jane stuck her right hand out and Peabody placed the ring on her finger.

Little did they know that as they took the time to sink into the happy moment, the goo crawled underneath Sherman's bedroom door crack and hid under the bed.

**A/N: There you have it! Mary Jane said 'Yes' to marrying Mr. Peabody, the world's most extraordinary dog. Rocky and Bullwinkle are here for a visit and got Spider-Boy's autograph, and some black goo from space has found it's way into the Peabody household. A special surprise is coming up in the next update! Please review, thanks!**


	3. Back in Black

** A/N: So, we got to see alien life follow Sherman home after his date with Penny. Rocky and Bullwinkle are visiting Mr. Peabody from Minnesota, and they got Spider-Boy's autographs. And Mary Jane said 'Yes' to being Mrs. Peabody. I mentioned in the last chapter you'd get a special surprise, this is the special surprise chapter. Enjoy!**

** (Normal P.O.V.)**

Sherman was in his room now and he was looking through his drawers. Rocky and Bullwinkle were sleeping in the guest bedroom and Mary Jane had already left for her apartment.

"Mr. Peabody! Where are my pajamas?" Sherman called out. The white beagle came into the room and walked over to his son.

"I put them in the wash, they were starting to get all wrinkly and smelly. You haven't washed your pajamas in over two weeks, Sherman" Peabody said.

"But Mr. Peabody" Sherman whined, but the beagle spoke over him.

"It's not going to kill you to sleep in your underwear for just one night, son. Jeez" said Peabody said as he picked up Sherman's suit and folded it up neatly, placing it in the top drawer where Sherman always kept his suit and backup suits.

"Goodnight, Sherman" Peabody said walking out of his room and turning the lights off.

"Goodnight to you too" Sherman said to Peabody before closing the door. He took off his shoes, socks, shorts, and t0-shirt, leaving him in just his underwear and tossed the old and dirty clothes aside on the floor. After that, Sherman just plopped down tiredly on top of his light blue silk blankets, and just fell asleep on top of them.

A few hours later, Sherman was still sleeping and was lying down on his back, snoring peacefully.

The alien goo that Sherman picked up from the park looked up from the bed to notice the sleeping eight-year-old and climbed up the leg of the bed-frame. Once the goo was on top of the sheets, it saw Sherman's foot and attached itself to it. The goo began expanding further, covering every inch of the sleeping Sherman. Sherman woke up to feel something cold and slimy touching his face. He saw black strings of goo cover his face and then blocking his vision, that's all he could remember before he blacked out.

**(Sherman's P.O.V.)**

I woke up finding myself upside down and not in my bedroom. All I remember was something really cold and squishy covering my face and then... nothing. I looked up to see that I was in the city and I was hanging upside down from a rope of webbing.

"How on Earth did I get out here?" I asked myself. I then looked right in front of me to see my reflection in a window of a large building, I was in a suit that looked different from my normal Spider-Boy suit. It was black and shiny like leather, but it felt like the same spandex material all my other suits were made from, the spider symbol at the front on my chest was larger and it was white.

"Woah" I said to myself. I let go of the webbing and attach myself to the glass surface of the building.

"What is this?" I whispered. Now I looked at the one black gloved hand that wasn't gripping onto the wall and wiggled my fingers and turned my wrist around.

"I feel... I said, but stopped for a bit. Underneath my mask, I smiled and then continued what I was saying.

"... This feels... good" I said letting out a small chuckle afterwords. I then did a back-flip off the building wall and shot a web out towards a billboard and swung over to another building and kept on swinging. I felt really good, I moved faster than I ever could.

"Woohoo!" I shouted as I swung. Before you know it, I was now on top of a streetlight right in front of an electronics store.

"This is so awesome!" I said to myself looking down at the larger white spider symbol on my chest. I then began hearing voices coming from the TV inside the display window of the electronics store.

"Not too long ago, someone broke out of the hospital five miles away from the north entrance of Central Park, killing several doctors and nurses in the process" said the news reporter. I looked to see the footage of a person walking out of the hospital front door and a large half of the building exploded behind him and then he jumped onto a silver snowboard that appeared out of nowhere and flew away.

"Hayden" I growled. I then jumped off the streetlight and began swinging throughout the city. Once I get to the top of an apartment building, at the corner of my eye I see Hayden with his gear and mask on flying towards me. Two sharp blades came out of the front of the board and he tried to stab me with them, but the spider senses said otherwise. I jumped high in the air and dodged the blades and landed onto the front of the board. We were spinning around in the air in circles on the glider.

"Miss me?" I asked him.

"Looking sharp" Hayden said. I knew with that tone he was being sarcastic.

"Thanks" I said back in reply to his sarcasm and punched him in the face. He tried numerous times to dodge me, but I was just too quick for him. Whenever he tried to attack me, I just dodged faster than I normally dodged an attack like that. Maybe it was this new suit giving me this new strength, speed, and incredible feeling power.

"I always protected you when we were in daycare and now I'm gonna kick the crap out of your sorry little wall crawling butt!" shouted Hayden into my face.

"Ooh, so scary" I teased harshly.

"You should be scared" Hayden said, not taking note of my teasing and just tried to stab at me with the blades on his gauntlets. He missed on most of the times, but one time he actually cut the abdominal part of my suit.

"ARGH!" I screamed. I looked down to see that the cut in my skin healed itself, and the cut in my suit stitched itself up too. This suit was amazing! It could do about ANYTHING!

"Naughty little Hayden" I cackled punching him in the face and doing a back-flip off the board and kicked him in his face. I landed on top of a billboard that was promoting a movie that Penny and I saw together a week ago, but Hayden crashed his glider on top of the building right across from where I was. I jumped off the board and stood in front of him.

"Try something like that again or else..." I threatened. Hayden pressed the button on one of his gauntlets and the mask came off him and disappeared into the upper back part of his suit.

"Or else what?" he asked with an angry look as he was wiping a bloody nose, I'm assuming that was from me.

"Or else next time..." I paused and then knelt down to his eye-level.

"I'm not gonna stop" I whispered. I then got up and began walking away. My spider senses kicked in and noticed that Hayden was gonna throw a grenade at me. I dodged it, shot a web at the grenade and threw it back to him.

"Oh crap" Hayden said before the grenade exploded in his face, destroyed some of his armor and knocked him out. After that, I shot a web at a building and began swinging through the city and just leaving Hayden there. Not looking back at what I had done to Hayden, I went home.

**A/N: There is your special surprise! The black suit! And I added the first official fight between Black Spider-Boy and the New Goblin, because he's stronger and more brutal after he gets that suit. Hayden got a grenade blown up in his face, that must have hurt. Anyways, Mr. Peabody is gonna see Sherman's new suit for the first time very soon, as well as Rocky and Bullwinkle! More to come in the next update. Please review, thanks!**


	4. Where the Lizard lurks

** A/N: In the last update, the goo from the meteor shower attached itself to Sherman and created the black Spider-Boy suit. And there was a second encounter with the New Goblin, who escaped from the hospital. Now Spider-Boy kicked his butt and make him take his own grenade to the face. We won't be seeing Hayden for a little while, but he'll be back soon. Anyways, enjoy!**

** (Normal P.O.V.)**

At the Peabody penthouse, Mr. Peabody, Rocky, and Bullwinkle were sitting at the table in the kitchen enjoying a cup of morning tea.

"When do you think he'll be back?" asked Rocky. Peabody just shrugged his shoulders. The sound of hands touching the windows and the loud 'Thud' made the three animals turn their heads to see Spider-Boy, but he wasn't in his regular suit.

"Spider-Boy?" asked Rocky.

"What is up with his suit?" asked Bullwinkle. Peabody walked over to the windows and opened them. Spider-Boy then went in through the window and sat down on the counter.

"Good morning, Mr. Peabody" Spider-Boy said taking his mask off and revealing Sherman's face. Rocky and Bullwinkle's eyes widened and they were in shock.

"Rocky, what happened to Spider-Boy? He was here a second ago" said Bullwinkle with a confused look and scratching his head with one of his fingers.

"Bullwinkle, Sherman IS Spider-Boy. He just took the mask off" Rocky said. Sherman looked over to the moose and squirrel and spoke.

"Yeah, I know, I'm your hero. Shocking huh?" Sherman asked as he hopped off the counter.

"Sherman, where did you get that suit?" asked Mr. Peabody. Sherman just looked down at his new suit and shrugged his shoulders smiling.

"I have no idea. I just wake up and I'm in the city hanging upside down from some webbing and I see myself wearing this for some reason" Sherman said as he now walked over to the fridge and took out a whole jug of orange juice. He began chugging it down until it was completely empty.

"Someone's thirsty" said Rocky with a smile and with his arms crossed. Peabody then noticed something attaching itself to Sherman's shoulder. Using his claws, he picked it off to see a tiny bit of black goo.

"Sherman, what is this?" asked Mr. Peabody.

"I dunno. Maybe something that clung to me when I was fighting Hayden" Sherman said looking at the black speck of goo.

"I'm going to take a look at this and analyze it in my lab. I don't think I've ever seen something like this before. But you'd better get to school" Peabody advised his son. Sherman nodded and ran into his room to take the black suit off and into his school uniform. Once that was done, Peabody took Sherman to school while Rocky and Bullwinkle took the goo to 'Peabody Enterprises' to get it examined.

When Sherman came to school, he was thrown into a hug by Penny.

"Hey there, cutie" Penny said. Sherman returned the hug with a smile.

"Hi, I'm happy to see you" said Sherman as he pulled her in for a kiss. As they kissed, they heard the sound of a camera flash being made. They turned around annoyed to see their classmate Toby Kessler. He was a photographer for the school newspaper and he went overboard on the pictures he took.

"Aw, look at you lovebirds. That kiss is gonna be on the front page" Toby said looking at the image on his camera.

"Take a hint, Toby. You need to stop it. Just because Sherman and I are a couple doesn't mean it's always front page news" Penny said irritatedly and Sherman sighed in annoyance.

"Um, you two are the kids of 'Peabody Enterprises' and 'Peterson Insurance' two of the biggest companies in New York City besides 'McClaine Tech'. So, your relationship is really is newsworthy" said Toby pulling up his camera and taking another picture of them together and they were angry and blushing.

"You have five seconds to start running before I snatch that camera out of your hands and break it" Sherman threatened with a death glare.

"Oh, like doggy junior over here is gonna beat me up and take my camera" Toby said sarcastically.

"Is that a challenge?" asked Sherman getting an angrier glare.

"It could be" Toby said with a cocky smile and shrugged his shoulders. Sherman then jabbed a quick punch at Toby's face and hit him in his nose.

"Oh! Ow! God! Dude! What the heck!?" asked Toby. He put a hand on his aching nose and just walked away. Penny then noticed Sherman growling.

"Sherman? Are you okay? I've never seen you like this before" said Penny touching his shoulder gently. Sherman calmed down and spoke.

"Yeah, I'm fine. It's just that Toby is the biggest pain in the neck that I've ever had to deal with besides Dr. Octopus" said Sherman clenching his fists softly.

"He'll learn his lesson soon enough, but just not now" Penny said. Sherman then took Penny to the janitor's closet and turned the lights on and locked the door.

"Sherman, what's going on? Why are we in here?" asked Penny. Sherman then set his bag on the ground and opened it up. Out of the bag, he pulled out the black suit.

"Pretty cool right?" asked Sherman as he showed her the new suit. Penny looked at the suit and stared at it in awe.

"Wow, cool! How did you get this?" asked Penny.

"I have no idea, I wake up hanging upside down in the middle of the night in the city and when I look at my reflection, I see myself wearing that suit" Sherman explained putting the suit back into his bag.

"Do you know where it came from?" asked Penny.

"Nope, but all I know is that when I put it on... the power, it feels incredible that you just give yourself into it" Sherman said smiling. His phone began vibrating and he answered it.

"Hello?" Sherman answered.

"Sherman, hello there" came a nasally voice that was too familiar to Sherman.

"Mr. Peabody, hey" said Sherman.

"Hey, listen, I'm calling about that black speck of slime that was on that new black suit of yours. I'm thankful it didn't get all over you" Peabody said.

"Why is that?" asked Sherman confusedly.

"It has the characteristics of a symbiote, which needs to bond to a host in order to survive" Peabody said. Sherman then realized it, that goo, that what the suit was made of. That's why he never felt so good before, something was making him feel like he was even more powerful.

"Oh, that's good I didn't get any on me. I'd better get going. See you after school" Sherman said.

"Alright, I love you" Peabody said.

"Love you too" Sherman said before hanging up. Penny and Sherman then walked to class together.

When they arrived at the classroom, they sat down at their desks. They, along with their other classmates were looking up at the chalkboard where their teacher, Mr. Kendrick Hemingway. He normally wore a white lab coat over his normal clothes, and one sleeve was empty because he lost that arm and his family in a tragic car accident. Spider-Boy tried to stop it from happening, but his wife and daughter were already dead and his arm was already too heavily damaged. Spider-Boy tried to pull him away from the car to take him to an ambulance, but he fought back trying to get to the vehicle, but before he even got to the destroyed vehicle, it exploded. Now, Mr. Hemingway has hated Spider-Boy ever since for not letting him save his family when they were already dead.

"Hello, class. Today, I have a special presentation for you to see" said Mr. Hemingway. He pulled out his laptop and pressed a button, making the projector in the back of the room project an image on the chalkboard.

"Reptiles have the ability to regrow lost limbs, as well as tails. Let me ask you something, students... what if I were to tell you that there is a way for humans to gain this type of ability?" asked Mr. Hemingway. Many students were muttering things like 'How could that happen?' or 'It's impossible' and stuff like that.

"Impossible you might say, but I can assure you, this goal can be reached. For I have invented a new formula" said Mr. Hemingway as he reached into his desk and pulled out a syringe filled with a translucent green fluid inside it.

"This has reptile DNA inside it, it can give a human being the regenerative powers of a lizard" said the teacher. The students were in awe at this. Mr. Hemingway then took his lab coat off with his one arm.

"And today, as a special treat, you will get to witness a demonstration. I shall inject myself with this formula and show you that anything is possible if you can visualize it through science" said Mr. Hemingway. He inserted the needle into the arm that lost it's front half and the students winced as they saw that. Once the liquid was successfully injected into him, something amazing started to happen, Mr. Hemingway's arm was growing back.

"It works" said one student.

"Amazing" Penny muttered with wide eyes. Sherman just smiled at this. Hemingway wiggled his newly grown fingers in front of the kids to see that they did work. They were all in awe. The arm then began growing scales and black claws.

"Oh my God! Look at him!" one student cried out one student. The scaled began growing all over Hemingway's body and he began growing more muscular and his clothes tore off.

"Help me! Please!" he cried out. The students just ran out of the room and were screaming. As soon as all his clothes were torn off except for his nearly torn brown pants, he was looking like a giant, muscular anthropomorphic raptor.

"Someone help me!" begged Hemingway. His voice was now raspy like Gollum's voice. Sherman looked to Penny and spoke.

"Get out of the building, and dial 911, I'm gonna deal with this creep" said Sherman walking away from her.

**A/N: There you are! The Lizard has been born. And we got to meet that annoying Toby Kessler kid, which I know a lot of you probably hate by now (I don't blame you) and Sherman knows what his new suit is made of. The first fight between Spider-Boy and the Lizard is coming up in the next update. Please review, thanks!**


	5. Spider-Boy vs the Lizard

** A/N: In the last chapter, we got to meet Sherman and Penny's annoying classmate Toby Kessler, and Sherman punched him in the nose (Which I thought was pretty funny), and the Lizard has been born from Sherman's teacher! Now we get to see Black Spider-Boy in action again as he battles the Lizard. Enjoy!**

** (Normal P.O.V.)**

Sherman ran up to Hemingway as he was now a giant reptilian beast and was begging for help.

"Hey! Lizard boy!" shouted Sherman as he took a textbook off the shelf and threw it at the large lizard's head. It hit him right on the head and Hemingway turned to Sherman.

"Sherman! Please, I need help! You're one of my brightest students! You know how to resolve something like this! Please!" shouted Hemingway. Sherman just jumped onto a desk and did a front flip with his bag tightly gripped in his hand. He ran away and ran straight to the janitor's closet.

"Please! Don't be scared, Sherman! I'm still me!" Hemingway pleaded as he now stood out the door and waited for Sherman to come out. The door opened, but Sherman didn't come out, Spider-Boy did, he shot himself into Hemingway's face and jumped onto the ceiling where he clung.

"Spider-Boy! What are you doing here!?" Hemingway demanded with a growl. He hated Spider-Boy with a deep burning passion, and now he was in the school.

"I'm trying to help you, and I can't do that if you're a giant raptor" Spider-Boy said as he hung upside down from the ceiling.

"The last time you tried to help me, you let my whole family burn!" shouted Hemingway now reaching up for where Spider-Boy was hanging from and tried to scratch him, but the spider senses made him jump off the ceiling and cling onto the metal surfaces of the lockers.

"Your family was already dead. They died from the impact of the crash. You knew there was nothing I could do" Spider-Boy said in his defense. Hemingway then took a giant reptile foot and tried to stomp on the lockers, but Spider-Boy dodged that too.

"Well, guess what? Now there is something you can do! You can beg for mercy as I rip you limb from limb!" said Hemingway as he tried to stomp on Spider-Boy again but ended up missing a third time because of the spider senses. Hemingway now looked down to his claws and clenched them tightly.

"You know what? Why am I even asking for help? I could use this to my advantage! Avenge my family! And destroy you for good!" said Hemingway as he now began spinning around and tried to use his tail to hit Spider-Boy. But Spider-Boy grabbed onto it and began attempting to pull it off.

"Stop this! You're losing your mind! This isn't who you are!" said Spider-Boy as Hemingway tried to shake him off his tail but since Spider-Boy was too strong, the tail ended up tearing off and launched Spider-Boy over to the other end of the hallway. As the tail grew back, Hemingway walked slowly up to Spider-Boy and spoke.

"From now on, there is no Kendrick Hemingway. In his place is The Lizard!" shouted the Lizard through the hallway and it echoed.

"Eww, that is disgusting" Spider-Boy said tossing the torn off tail to the side and getting back up.

"When you die, say hello to my wife and daughter for me" said the Lizard as he raised a claw and tried to cut Spider-Boy but lowered it when he felt something behind him beating on his back. He turned around to see Penny with a first place marching band trophy and she was using it to hit the Lizard as if it were a baseball bat.

"Penny Peterson, such an innocent soul. Too bad you'll have to die for helping the one who took my family from me!" the Lizard said raising his claw to kill Penny. But a strand of webbing was shot at the Lizard's wrist and it was pulled down to make him trip and fall to the floor. Spider-Boy then ran to Penny.

"You okay?" asked Spider-Boy.

"Yeah, I'm fine" Penny said hugging Spider-Boy's midsection.

"Did you call 911 like I asked?" Spider-Boy asked as he hugged her back.

"Yeah, they're sending over some medics, police, and the fire department as well" Penny said.

"Good, now get out of the building. I don't want you to get hurt" Spider-Boy instructed. Penny nodded and ran out of the building. The Lizard got up and turned to window after sirens could be heard.

"About time they showed up" Spider-Boy said in a low irritated voice. The two of them began fighting again.

In the school library, a librarian was listening to 'Adele' on a pair of 'Beats' headphones and was busy checking out books into the computer to notice that Spider-Boy and Lizard busted in through the wall and began fighting as well as tearing up the library and throwing things at each other. The librarian then finished checking out the last book, took her bagged lunch and went out of the library, not bothering looking behind her to see the fight taking place.

"Ow!" Spider-Boy shouted as the Lizard kicked him in the stomach and knocked him against a bookshelf and made a bunch of books fall down onto him.

"Is that all you got?" Spider-Boy asked as he put his hands behind him and shot strings of web at the now empty bookshelf that he was flung at and threw it at the Lizard, hitting him on the head and causing the reptile-like creature to growl at him.

"You won't be so lucky next time" said the Lizard as he began running away.

"There ain't gonna be a next time" said Spider-Boy in a raspy voice that didn't sound like his own voice. Spider-Boy put his hands up to where the mask covered his mouth and then spoke.

"Where the heck did that come from?" he asked himself in his normal voice. Spider-Boy then ran after the Lizard. Little did he know that Toby Kessler was taking photos of the places of the school that were destroyed by the Lizard's rampage.

"Forget Penny and Sherman's kissing! This is totally going on the front page!" Toby said as he took photos of the totally destroyed library.

Meanwhile, Spider-Boy followed Lizard only to see a giant square hole in the floor in the middle of the hallway.

"What the...?" Spider-Boy asked himself as he looked down. Looking down into the hole, he saw a giant sewage pipe with a hole in it that was Lizard's size and there was sewage flowing through it.

"Oh great. He just had to pick where it reeks the most, didn't he?" asked Spider-Boy to himself giving himself a face-palm. He then began hearing a camera flash behind him and turned around to see Toby taking pictures.

"Wow, Spider-Boy! Love the new outfit! Can you give me some poses? Maybe show me some of that web shooting action? Huh?" asked Toby. Spider-Boy shot a web at the camera's lens and began swinging the web until the camera hit the wall and broke into pieces.

"See ya around, chump" Spider-Boy said in that creepy raspy voice again that didn't belong to him. After that, he jumped down into the sewer. Toby then ran up to the hole and shouted down into it.

"What the heck!? What was that for!?" Toby demanded.

Down in the sewers, Spider-Boy took his mask off and began walking through the sewers.

"Here, Lizard, Lizard, Lizard" Sherman cooed. His phone began vibrating and he took it out. He then pressed the 'Answer' button and put the phone up to his ear.

"Hello?" Sherman asked.

"Sherman, it's Penny. Where are you? The cops are surrounding this place like crazy" Penny asked on the other end of the line.

"I'm in the sewers, I think I've got him" said Sherman as he now saw a shadow at the other end of the pipe and began walking more slow than he did before so the Lizard wouldn't hear his footsteps.

"Be careful, we don't know what Mr. Hemingway is capable of now that he's a walking talking dinosaur" Penny advised.

"Don't worry, I will. I see him now, I love you, gotta go" Sherman said turning his phone off and putting his mask back on.

"Looking for me?" Spider-Boy asked. The Lizard turned behind him to see Spider-Boy in a fighting pose.

"You better believe I was" said Lizard as he now charged at Spider-Boy and attempted to attack him.

**A/N: There it is! The first fight between Spider-Boy and the Lizard! And Spider-Boy got on Toby Kessler's bad side as well as he got on the Lizard's bad side. Now there is gonna be a part 2 to this fight that's coming up in the next update, and a lot more. Please review, thanks!**


	6. Sherman's New Attitude

** A/N: Here is part two of the fight between Spider-Boy in his new black suit, and the Lizard. I forgot to mention Toby is the third villain I've been saying will appear, but I haven't said which villain he will become, so it's a bit of a mystery. Anyways, onto the fight. Enjoy!**

** (Normal P.O.V.)**

Spider-Boy dodged the Lizard's attack and clung onto a pipe on the ceiling.

"Come down from there and fight! Let me give you the same fate you gave my family!" shouted the Lizard.

"For the last time. I. DID'T. KILL. YOUR. FAMILY!" shouted Spider-Boy as he did a front flip off the pipe and began kicking Lizard multiple times in the face with the heel of his black boot.

"When are you gonna get that through that thick reptile skull of yours!?" shouted Spider-Boy. Now he was getting more aggressive as he began dodging Lizard's attacks more faster and dealt more painful attacks every time one of the Lizard's attacks failed to strike him.

"Man, and I thought T-Rex' had small brains! You literally have no mind when it comes to strategy" insulted Spider-Boy as he now jumped onto the Lizard's back and kicked him to the floor.

"How do ya like the taste of raw sewage? Huh, Lizzy?" asked Spider-Boy as he was now climbing up a wall and shot some webbing at a wall that had some cracks in it and yanked the webs to let them fall onto the Lizard as he was getting up.

"I hope that hurt, Lizard boy!" said Spider-Boy as he now jumped off the wall and onto a large pipe.

"Why can't you just die!? You deserve it!" shouted out the Lizard as tears now began falling from his reptilian eyes.

"Did you ever stop to think about what YOU'D deserve if you became a good for nothing criminal!? Huh? Did you think about that!?" asked Spider-Boy more aggressive than before. Now he placed his black gloved hands on the pipe he was standing on and began lifting it. The screws came out and a flood of water was shot directly at the Lizard and carried him to another part of the sewer like rapids. Spider-Boy jumped to the entrance of the hallway where Lizard was carried down there and shut the door after turning a red metal wheel.

"Good riddance" said Spider-Boy in the unfamiliar raspy voice that wasn't his, but this time, he ignored it.

After a while, Sherman was coming out of the sewers and he put on some different clothes on underneath his black suit. The clothes were simply a black sweater over a gray collared shirt and some black pants.

"Hopefully I never have to deal with Dino breath again" said Sherman to himself as he was passing by a dumpster. Sherman stopped walking when he saw a large slab of glass leaning against the dumpster. There was one small strand of hair facing downwards on Sherman's forehead. Sherman then tried to stroke it back up, but more hairs fell down and were right above Sherman's right eyebrow, now he had somewhat of an Emo cut like Hayden, only it was shorter and it didn't cover up his eye.

"Actually, I think I'm gonna keep this look" said Sherman to himself in his reflection. He then began walking down the street and gave a cocky smile to every girl he passed and they were giggling as he did so.

**(Start playing the song 'Fancy (Feat. Charli XCX) by Iggy Azalea as your read this part, it's gonna make it a lot more funny, trust me)**

Sherman kept on walking and walking through the streets and began strutting, pointing fingers to other girls that weren't Penny, giving them the 'Hey Baby' look. Some girls just scoffed, looking at Sherman like he was a huge jerk, but some giggled and blushed. Sherman then passed by a clothing store and saw on a display mannequin a black silk jacket with black silk dress pants, and a burgundy button up collared shirt.

"I could use that. Yeah, I totally could" Sherman said to himself as he now walked into the store and came out five minutes later wearing the exact same suit that was on the mannequin in the display window.

"Heck to the yeah, baby" Sherman said in a smooth tone that made him sound like a gangster. He continued walking until he spotted a soda machine. He leaned back against it and banged the buttons hard with his elbow and a Dr. Pepper came out, the can was shot out the machine, bounced off a streetlight and into Sherman's hand.

"Just the way I like 'em, nice and cold" said Sherman as he opened up the can and took a sip of the drink. Once that was done, he smashed the can against his head, smashing it completely flat and he tossed into a recycling bin.

"Bulls eye!" Sherman said with a fist-pump, 'Breakfast Club' style after the smashed can went into the bin successfully. After that he passed some guy trying to get the boot off his front car wheel.

"Hey there, need some help?" Sherman asked. Without even waiting for the man's response, Sherman slammed his foot down on the wheel and it broke right off.

"You're welcome" Sherman said walking away, leaving the man shocked as to how he did that and not even break his foot in the process. After a few more blocks were walked down, Sherman saw a mailman taking the main out of a blue post-office box and put the mail out of the bag.

"Afternoon, sir" said Sherman as he took a handful of mail out of the bag and tossed it into the air, letting it fall like rain. The mailman saw it all and shouted at Sherman.

"What the heck, kid!?" asked the mailman. Sherman just ignored him and kept on walking down the street. Sherman then kicked down a trashcan outside a bar that didn't have any trash in it at all. Then he passed by one woman who was sitting outside a cafe and sipping on some coffee.

"One quick sip wouldn't hurt" Sherman said to himself. The woman was too busy focusing on her tablet to notice that Sherman took her coffee cup, took a sip, spat it out, and then put it back on the table.

"Yuck, I hate decaffeinated coffee" Sherman said in disgust, spitting onto the sidewalk, trying to rid his tongue of the horrid decaf taste. Sherman's phone began ringing and he answered it.

"Hello?" asked Sherman into the phone.

"Hi, Sherman, it's Rocky" said the squirrel.

"Rocky! Whuzzup, my main squirrel?" asked Sherman.

"Um, Mr. Peabody got off work early today. He was wondering if you and Penny would be wanting to come over to that new Jazz club that just opened across the street from the Times Square Shopping Center?" asked Rocky.

"Sounds like a plan, Stan" Sherman replied smoothly into the phone's speaker.

"Um, my name's not Stan, it's Rocky" said Rocky a little confused as to why Sherman would call him that.

"Whatever, I'll be there in a few minutes" said Sherman as he hung up the phone and put it back in his pocket. After a little bit more walking, he was almost at the Jazz Club and he bumped into Toby.

"Toby, what's going on with my favorite annoying little loser?" asked Sherman. Toby got an angry look.

"I'm being annoying? Have you looked at yourself in the mirror lately?" asked Toby.

"Yeah, and I'm looking at me right now. Only I'm not that annoying" said Sherman with his hands now tucked into his jacket pockets. Toby's face showed a hurt look and spoke.

"That really did hurt my feelings, dude" Toby said as his eyes were getting moist.

"I'm sorry, do you want some Aloe Vera for that burn?" asked Sherman with a snicker as he now crossed the street and went right into the club with Toby growling at Sherman's new sassy attitude.

"Sherman" Toby growled underneath his breath, clenching his hands into fists and his face went red with anger.

**(You can stop playing the song now, hope you liked it)**

** A/N: Oh yeah! The suit has taken over Sherman. Now our favorite redheaded hero has taken a turn to the dark side. He has an Emo cut like Hayden's, he's more aggressive when he fights, and it also makes him a huge jerk. Sorry if I made him seem like too much of a jerk, but that's what the black suit does. More to come in the next update. Please review, thanks!**


	7. Birth of Venom

** A/N: In the last chapter, we saw Sherman finish off the Lizard and trap him in the sewers, now he has an Emo-cut like Hayden does, only it's shorter, he's kind of a jerk now because of the black suit changing his personality and Toby is even more mad with him. This is where we left off. Enjoy!**

** (Normal P.O.V.)**

Peabody, Rocky, Bullwinkle, Penny, and Mary Jane were sitting at a booth in the Jazz club and they were looking at photographs that Rocky had set out for them.

"Thank you so much for offering to help plan the wedding, it's very thoughtful of you" Mary Jane said to Bullwinkle as she took a sip of her drink and then placed it back onto the table.

"No problem, Mary Jane. Anything for the lovely future Mrs. Peabody" said Bullwinkle as he took one French fry out of the basket, dipped it into a small tray of ketchup and ate it.

"We were thinking of a forest themed wedding. And we've found a fantastic place in Central Park for it all to happen, including the reception" Rocky said as he pointed at the photo of a small space of Central Park near the pond and it was surrounded by cherry blossom trees.

"I absolutely love it! It reminds me of that trip I took to Japan one time" said Peabody as he picked the photo up and analyzed it. A voice that sounded all too familiar caught their attention.

"Ladies and gentlemen, may I have your attention please?" asked the voice. Everyone looked up to the stage to see Sherman up at the stage on the microphone.

"Sherman?" Peabody asked himself in a low whisper, confused about his new hairstyle and his new set of clothing.

"This if for you" Sherman whispered into the mic, pointing to Penny. All the spotlights were on her and the cello started playing. Sherman jumped off stage with a front flip and threw his jacket to someone in the audience.

"Show 'em how it's done, brother!" shouted one audience member. Sherman began snapping his fingers as he walked slowly towards Penny. The other audience members began snapping their fingers as well. Rocky and Bullwinkle and Mary Jane were snapping as well. All except for Peabody and Penny. Sherman stopped snapping and held his left hand out.

"May I have this dance, miss Peterson?" Sherman asked with a fancy tone.

"I can't dance though" said Penny as she took his hand and got up from her seat. Sherman then pulled her closer to him and then spoke.

"Don't worry about that. Just shut up and let me lead" Sherman said with a flirtatious look and began twirling her around and dipping her as the other instruments played. Sherman also tossed her into the air and he jumped up after her. He landed on his feet on top of the mini-bar and caught her in his arms.

"Someone's a smooth dancer all of a sudden" Penny said. Sherman then put her down onto her feet and began dipping her.

"Thanks, and the funny thing is... I've never had a dance lesson in my life" Sherman said as he pulled her up and they twirled all around the bar and jumped off onto the stage, turning their heads to the audience. Leaving the audience members in awe and they were standing up from their seats and clapping.

"Wow" said Rocky.

"I know. I have no idea where Sherman learned those moves from" said Peabody in awe as well of his own son's incredible newly gained dance skills.

"Thank you, thank you, you're too kind" Sherman said bowing to the audience in his smooth talk voice.

"So, how was the Lizard? I heard about what happened at school today" Peabody asked. Sherman blew up at his emo hair and it went up for a minute and went back to above his eyebrow.

"He's locked up in the sewers now. None of your business" Sherman said walking away from him. Peabody grabbed onto his son's shoulder and spoke.

"Excuse me, young man?" said Peabody.

"You heard me... None. of. Your. Business" said Sherman taking Peabody's paw off his shoulder and began walking away again.

"I am your father, and it is my business because it would put me in pain if I found that my own son got hurt or killed fighting a giant dinosaur!" Peabody said grabbing onto Sherman's wrist.

"BACK OFF!" Sherman shouted and punched Peabody in the face, knocking him to the floor. Sherman gasped and backed up a little bit. Mary Jane and Penny ran over to Peabody to help him up.

"W-What are you?" asked Peabody in terror. Sherman began letting tears of regret fall from his eyes.

"I don't know" Sherman said running out of the club in tears and into the rain. He ran into an alley, changed into his Spider-Boy suit and began swinging through the city to find somewhere calming to clear his mind.

Meanwhile, in the sewers, the Lizard was banging on the metal wall that trapped him in the sewer halls and broke it down with all his strength.

"That's it! I was going easy on you at first, but now you're done for little spider" said the Lizard as he walked towards a latter and climbed up to the surface.

Meanwhile, on the surface, on top of a church, Spider-Boy was sitting alone inside the bell tower of the church and rubbed his masked face.

"What am I?" he asked to himself. He then looked to his side over to a small puddle of rain and saw his reflection.

"You're a cold, cruel, and heartless monster" said the raspy voice that wasn't his. Spider-Boy got up and began growling.

"Not anymore" said Spider-Boy as he began clutching at the suit itself.

Inside the church sat Toby wearing a blue hoodie and a pair of dark denim jeans and a light gray t-shirt. He was just sitting there in silence until he looked up at the giant cross hanging on the wall and spoke.

"It's Kessler, sir. Tobias Kessler Jr." Toby began putting his hands in each other's grip.

"I come before you today... humbled... and humiliated... to ask you for one thing and one thing only. I want you to kill Sherman Peabody" he said in a sad voice.

Back at the top of the bell tower, Spider-Boy felt the suit was getting tighter and tighter, like it was really his skin and not a suit.

"God! Oh, God!" screamed Spider-Boy. He tried ripping the mask off, but it latched itself back onto his face. During his struggle trying to get the suit off, he bumped into the bell and began making it ring. Screeching was made from the suit as the bells rang.

"Get off me!" Spider-Boy shouted as the bell rang again and he tore the mask off. This time it stayed off.

Back inside the church, Toby heard the bells ringing and yelling. He got up with a confused look and went over to the doors on the right to find himself at the bottom of the bell tower itself. Toby looked up to see Sherman tearing off the black suit bit after bit as the bell rang.

"Sherman Peabody? He's Spider-Boy?" Toby asked himself.

Back up, the bell rang again, the suit began screeching and Sherman kept on tearing the suit pieces off and screaming in the middle of his struggle as he did so. Within a matter of minutes, the suit was off him and it was a large puddle of black space goo again.

"Thank God" Sherman said lying down on his back smiling in relief. The auburn hair boy was now only clad in his underwear and the goo fell down from the hole under the bell.

Below him, Toby felt one bit off goo attach itself to his hoodie and began expanding, but Toby took the hoodie off and threw it to the side.

"Gross!" Toby said. Another bit of goo fell down and it got onto Toby's palm. It began expanding like roots. He tried shaking it off, but it wouldn't let go. Bigger bits of goo began attaching itself to Toby and began expanding. Toby screamed in pain and got down to his knees and palms.

"Help! Someone please! Help!" Toby pleaded as the goo began covering all of his body. Toby then began feeling a sensation that he never felt before. Toby was now smiling as the goo covered him. He was smiling. The smile disappeared as Toby's face was now covered by the goo. Now Toby looked like the black suit Spider-Boy did, only the spider symbol looked more menacing as well as where the eyes were. And a mouth appeared below the eyes. And at the tips of the fingers were yellow jagged claws.

"Yeah, now we're feeling the power" two voices said at once coming from the goo covered Toby, talking as if he and the suit were one whole person.

"You think you can just walk away after what you did to us, Spider-Boy? Well you're wrong. This time you will lose, this time will be different! This time... Venom will win!" Venom shouted to the sky in a loud shriek letting out a forked tongue from his mouth and wiggled it around in his mouth as he screeched to the sky.

**A/N: Yay! Black suit Spider-Boy and Emo Sherman are no more! But the bad news is that the Lizard has escaped and Venom has been born. Now all three villains have been revealed: The New Goblin, Lizard, and now Venom! In the next update we're gonna see some more drama unfold before us, and Spider-Boy is gonna put his red and blue suit back on again. All that and more coming in the next update. Please review, thanks!**


	8. The Enemy of my Enemy is my Friend

** A/N: In the last chapter, Sherman punched Mr. Peabody in the face and regretted it. And Spider-Boy finally rid himself of the evil black alien symbiotic suit, and it attached itself to a new host, Toby! Now Toby is Venom, and he is ready for revenge against Spider-Boy. This is where we left off. Enjoy!**

** (Normal P.O.V.)**

It was nighttime now and Sherman was walking home in just his underwear, the only thing covering his skin from the cold was an old blanket he got from the dumpster at the back of the Church. Once he got home, he tossed the blanket aside and looked around, Peabody wasn't home yet. Neither were Rocky or Bullwinkle. As of now, he had the whole penthouse to himself.

"I'm glad that I got rid of that thing. I'm glad I'm not a monster anymore" said Sherman as he walked into his room and turned the lights on. After the lights illuminated the room and walked over to his dresser. After he opened the drawer, he took out his red and blue Spider-Boy suit. The redhead smiled as he held the suit up and looked at the black spider symbol on the front and hugged the suit against his chest.

Meanwhile, in the city, Venom was swinging throughout the city, shooting out ropes of black goo from his wrists like Spider-Boy. When turning around to an alley, he felt something punch him in the chest and knock him to the ground.

"End of the line, Spider-Boy" said a voice. Venom looked up to see the Lizard. Lizard picked Venom up, mistaking him for Spider-Boy because of the black suit and Venom let out a ferocious scream into his face. Lizard just gasped to see that it wasn't who he was looking for and tossed him aside with an angry look. Venom clung himself to the brick wall and Lizard began walking away.

"We want him dead too, Hemingway. That's why we've been looking for you" stopping the Lizard from walking away and turning to the symbiotic creature.

"Oh yeah, we know all about you. Like the fact that Spider-Boy didn't let you help your poor family. It just doesn't seem right to us" said Venom crawling closer towards the reptilian creature in front of him.

"Who are you and how do you know who I am?" asked Lizard balling his claws into fists.

"Name's Venom. And do you really not know us?" asked Venom as the goo disappeared from his face and revealed Toby's face.

"Mr. Kessler?" asked Lizard.

"Yeah, it's us. The suit and I have bonded as one. And the three of us... you, me, and this suit have one thing in common. Revenge on Spider-Boy" said Toby before letting the goo cover his face again and Venom took over.

"Look, WE wanna kill the spider, YOU wanna kill the spider. Together, he doesn't stand a chance. Interested?" asked Venom. Lizard looked down for a while but then looked up again and showed an evil smile.

"Yes" said the Lizard. Venom smiled and chuckled a bit.

"Good. Now here's what we're gonna do" said Venom as he pulled Lizard closely to him and whispered in his ear. Lizard nodded and smiled as Venom kept on explaining his plan to him.

Meanwhile, out on the streets of New York, Rocky, Bullwinkle, Penny, Mary Jane, and Mr. Peabody were searching for Sherman.

"Sherman! Where are you?" called out Mary Jane.

"Sherman! Sherman!" called out Mr. Peabody in worry.

"Where could he have gone?" Penny asked in worry. Rocky put a paw on Penny's knee and spoke softly.

"Don't worry, we'll find him" said Rocky.

"Look!" Bullwinkle shouted pointing up into the sky. A black veiled figure landed in front of them. The five of them were relived right now, thinking that it was Sherman.

"Sherman, where have you been? We were worried sick about you" Peabody said moving slowly towards him. Low growls came from the shadows and out of it came Venom. They were mistaken by a long shot.

"Sherman?" asked Mary Jane in concern as she backed up along with the others.

"No, not Sherman. We are Venom! And you five will help us get our revenge on Spider-Boy" Venom said as he moved slowly towards them. Everyone was about to run away, but in front of them there was the Lizard, who grabbed onto Rocky, Penny, Bullwinkle, and Mary Jane in his arms. Peabody tried to run away, but Venom flicked his wrist and shot out a rope of goo and yanked it, causing Peabody to be spun around and tied up by the goo.

"Bad little doggy, trying to escape" Venom joked cruelly as he held the captive Peabody in his arms.

"You had better let me go this instant, or else..." Peabody was about to continue but Venom placed his hand on Peabody's mouth and gagged him with some of the goo from the suit.

"Mmph! Mmph!" cried out the gagged Peabody.

"Don't you know it's rude to talk when other people are talking!?" shouted Venom into the dog's face. Peabody began sweating with fear.

"Our friend and us and have plans for you and your friends. Yes we do" said Venom with a chuckle at the end.

Back at the penthouse, Sherman got out of the shower and he was able to get rid of that lock of hair that hung above his eyebrow by getting it wet and sticking it back to his hair.

"Much better" Sherman said as he put on his bathrobe and sat down in front of the TV. His favorite Friday night show was supposed to be on, but a news report took it's place.

"We interrupt this program to bring you this important news flash. The construction site for the new Central Park Hotel has been taken over by what appear to be a giant reptile-like beast, and a creature that looks a lot like Spider-Boy" said the reporter as an image of a half-way built building was being surrounded by black gooey webs, and Lizard climbing on top of one of the beams. Sherman got up from the couch and looked at the image in shock.

"Lizard?" asked Sherman to himself in a low whisper.

"Not only that, but our news chopper got close enough to the building to see hostages. The five hostages have been identified as Mr. Peabody, Penny Peterson, Mary Jane Watson, Rocky the flying squirrel, and Bullwinkle the moose" said the reporter as a video of his friends and dad tied up in black ropes of goo.

"Oh no, the suit must have found someone else to attach itself to and teamed up with Lizard to lure me into a trap. And now my friends and father are the bait" Sherman said in worry. His face turned from worried to angered and ran into his room, replacing his bathrobe was his old Spider-Boy suit. He jumped out the window and put the mask on as he was free falling and began swinging throughout the city.

"I know what Lizard is capable up, but I don't know about this doppelganger the news was talking about. I'm gonna need some help" Spider-Boy said to himself as he now began swinging to 'McClaine Tech'.

Inside the penthouse office of 'McClaine Tech', Hayden was wearing a pair of dark blue silk pajamas, similar to Sherman's pajamas only a darker shade. And he was making himself a drink. Hayden poured himself a glass of Dr. Pepper and put a cherry in it. Hayden then looked over to the mirror right in front of him to see Sherman with his old Spider-Boy suit on and his mask in his hand.

"What do you want? You wanna finish what you started?" asked Hayden as he turned around and lifted his lock of Emo hair to reveal a dark red burn scar over his eye, it was what the grenade that Sherman launched at his face did to him. Once Hayden put his hair back down to cover the scar, Sherman spoke.

"No, I wanna ask for help" Sherman said walking closer over towards Hayden.

"Help? Really?" Hayden asked with a meaningless smile.

"And to apologize. That wasn't me, it was someone else taking control of me. I wouldn't take it so far and try to kill you. I'm sorry" said Sherman. Hayden then sat down on his couch.

"First of all, apology not accepted. Second of all, what do you want my help with exactly?" asked Hayden taking a sip from his drink.

"Some enemies of mine have my friends hostage at that construction site. I know how to deal with one of them, but the other, I don't" Sherman said sitting down on the other couch.

"And you want me to help you take them out. The answer is 'No', the same answer you gave me when I asked you for some blood to have my life from my illness" said Hayden as he got up and walked away to his desk. Sherman got up with an angry look.

"You're still mad about that? You can't put the past behind you and just help me?" asked Sherman clutching his mask tightly in his hand.

"Pretty much. You ruined my life, and you don't deserve my help after everything you did" Hayden said taking a sip of his drink and not looking behind him.

"Mr. Peabody says that if you can't put the past behind you, you'll never be able to see the future. Hate and anger is what's blocking you from having a future with happiness, and it only gives you a future filled with sorrow and hate" said Sherman. Hayden didn't say anything, he just closed his eyes and kept on listening.

"No one deserves a life filled with sadness, not even you. Please, just help me save them" Sherman begged. Hayden just looked down at his bare feet in silence and didn't say anything, except taking a lone sip of his drink. Sherman then got an angry look and put his mask back on. Spider-Boy walked over to the open window which he arrived in and stood on the edge.

"Fine, I'll save them myself. I thought the Hayden I used to be friends with was in there somewhere, now I know he died a long time ago" said Spider-Boy before jumping out the window and began swinging through the city to get to where his friends and family were being held.

Hayden was now looking at the window where Sherman left and he thought about what he said. Hayden then got a straight face and put his drink down.

"Hold on, Sherman..." Hayden said but paused. He tilted a book on his mahogany bookshelf outwards slightly and the shelf slid to the right to reveal his glider and gear.

"... I'm coming" said Hayden as he heard the glider's turbines fire up and start rotating.

**A/N: Now Lizard and Venom have teamed up and captured Penny, MJ, Rocky, Bullwinkle, and Peabody! Also, Sherman put his old suit back on, and he was able to convince Hayden to come and help him with his words, but Sherman doesn't know about Hayden's sudden change of heart. Also, to let you know, there will be an 'Amazing Spider-Boy 4' for those of you who love this series so much. More to come in the next update. Please review, thanks!**


	9. Hayden & Rocky vs The Lizard (Round 1)

** A/N: Here we go! Spider-Boy is about to take on the Lizard and Venom to save his family and friends. Also, Hayden was affected by Sherman's words and now he's on his way to help him fight the enemies. Here you all go! Enjoy!**

** (Normal P.O.V.)**

On top of the construction site, the Lizard kept pacing the floor as Rocky, Bullwinkle, Penny, Peabody, and Mary Jane were tied to the support beams by ropes of goo.

"Where is he!? I want his blood on my hands, now!" Lizard shouted out impatiently. Venom jumped up from below and landed on the floor where Lizard was.

"Patience, Hemingway, you will get what we've promised you. We assure you that" said Venom with a small growl to show that he was a little bit irritated with the Lizard's impatience.

Meanwhile, Spider-Boy swung through the city with his webs and jumped onto the construction site, landing on top of the support beam where Mary Jane and Bullwinkle were tied to.

"Hey, Lizard. I heard you and your little buddy were looking for me" Spider-Boy said upon landing. Penny, Peabody, MJ, Bullwinkle, and Rocky's faces began smiling with hope.

**(Start playing 'High Roller (Myagi Remix) by the Crystal Method as you read this sequence)**

"Oh you'd better believe we were" said Venom. The goo on Venom's pulled back to reveal Toby's face.

"Hey, Sherman" said Toby. Spider-Boy was shocked to see that his second foe was his old classmate.

"Oh my God, Toby. What did the suit do to you?" asked Spider-Boy.

"It's given me something it couldn't have ever given you! Power! And my name is not Toby! Now I am Venom!" shouted Toby as the goo placed itself back onto his face and Venom was in control now. Venom let out a menacing roar and flicked his wrists to let ropes of goo launch themselves toward Spider-Boy. But the spider senses allowed him to dodge the goo and tried attacking Venom, but he found himself pinned down by the Lizard.

"Well, if it isn't my old friend, Spider-Boy" said the Lizard sarcastically.

"He's all yours. Just like we promised" Venom said. Lizard let out a low growl and smiled. The reptile's tail began wrapping around Spider-Boy's throat and he used one claw to remove his mask and throw it over the edge of the building.

"You stopped me from saving my family..." the Lizard said but paused to raise his claw and try to cut Sherman, but Sherman grabbed the claw and kept forcing upwards.

"...But you WON'T stop me from destroying you!" said the Lizard as his claws began extending out of the tips of his scaly fingers.

"I'm getting stronger by the minute!" Lizard exclaimed as he let his claws cut Sherman's chest and leaving claw marks in the suit. Sherman screamed in pain as three diagonal claw marks were placed over the spider symbol on the front of his suit.

"SHERMAN!" Penny cried out in worry as the scratches Lizard left started bleeding. The Lizard then felt something sharp inject itself into his arm and looked to see what looked like a metal boomerang with a bleeping green circular light light in the center.

"What on Earth is this?" asked Lizard to himself. The beeping went on faster and then the boomerang exploded, taking the Lizard's arm with it and knocking him off Sherman. The redhead got up and looked to his left to see Hayden with his goblin gear on and he was hovering on his glider.

"Just in time, huh?" asked Hayden as he pressed the button on his gauntlet and made his mask go into the back of his armor. Sherman smiled at this, he knew Hayden had finally put the past behind them and was ready to accept that they could be friends again.

"A few minutes ago would have been nice" Sherman said. Hayden took out three throwing stars and spoke.

"Heh, what are you gonna do?" asked Hayden as he threw the stars and they cut Penny, Peabody, MJ, Rocky, and Bullwinkle. Peabody ran over to Peabody and hugged him.

"I'm so sorry I hit you, I don't know what came over me" Sherman apologized.

"It's okay, all that matters is that we know that you're okay" Peabody said.

"Not quite" said Lizard said as he got up and his arm regenerated.

"We're not finished yet with you, Spidey" said Venom as he got into an attack position. Sherman and Hayden had their backs pressed against each other's and spoke.

"What are we gonna do?" asked Hayden as he hovered a few inches above the ground.

"I'll take down Venom, and you take down Lizard. How does that sound?" asked Sherman.

"Sounds like a plan" said Hayden. As soon as they were about to start attacking their selected foe, Rocky spoke up.

"We wanna help to! Come on Sherman! Let us help!" said Rocky. Sherman smiled and nodded slightly.

"Okay, Rocky, you're with Hayden in taking out the Lizard. Bullwinkle, we're gonna take down Venom" Sherman said. Venom let out a shrill roar and began to pounce on Sherman, but Bullwinkle got in front of him and punched him to the edge of the building.

"Good luck" Sherman said to Hayden and Rocky.

"You too, pal" said Hayden as he and Rocky began flying around Lizard and throwing grenades and shooting bullets at him. Rocky took a pipe off the floor and began beating against the Lizard as he flew around him.

"MJ! Penny! Mr. Peabody! Get out of here!" Sherman said before running over to Venom and knocking him off the edge and jumping down after him with Bullwinkle hanging around on his back. The three humans and beagle did as asked and went for the staircase to get down.

Sherman knocked Venom down to the seventh floor that had cinder blocks, pipes, cement mixers, and other construction supplies around and began fighting Venom with their bare fists.

Meanwhile, Rocky got knocked to the floor by Lizard and the pipe he was holding went over the edge.

"Now what?" asked Rocky. Hayden let a bunch of deactivated grenades come out of his glider and come out onto the floor.

"Just press the button on the top and start throwing them" said Hayden as he let the razor blades on his gauntlets appear and he began swinging his arms around Lizard and leaving cuts on his body, but they all kept on healing themselves.

"You can't defeat me! Not with this formula injected into my body!" said Lizard as he tried swinging for Hayden, but he made the glider go up higher and and pressed a button on his belt, making small guns appear on the left and right sides of the snowboard like glider and shoot purple laser beams at the giant reptilian beast.

"Oh yeah? We'll just have to see about that" Hayden said pressing the button that made his mask come back on. Rocky pressed all the buttons on the grenades and began throwing them at the Lizard. Every single one of them exploded on contact.

"Hayden! I'm all out of grenades!" Rocky called out.

"See those bricks stacked into a pile in that corner! Start throwing them!" Hayden said as he pulled out what looked like a handle to a samurai sword with no blade. But with the press of a button, a glowing green blade made from laser energy came out of the handle and Hayden placed two hands on the handle.

"Oh yeah! 'McClaine Tech' invented the real life lightsaber! Not so tough now, are ya?" asked Hayden as he cut off the Lizard's tail with the sword as he tried swinging it at Hayden in an attempt to knock him off his glider.

"That little toy of yours isn't gonna be enough to destroy me for good!" shouted the Lizard. Rocky had a hard time throwing the bricks at the Lizard, a lot of them missed, and a limited few hit the Lizard himself. Hayden cut off the Lizard's arm for the second time and it regrew, it seemed like nothing was working. The sliced off arm landed by Rocky who plugged his nose after getting a whiff of the arm.

"Yuck! Lizard blood! I never thought they'd smell bad on the inside! Yuck!" Rocky complained as he dropped the brick he was getting ready to throw to plug his nose. Hayden got an idea.

"Inside! That's it! Rocky, you're a genius!" shouted Hayden. He took a grenade out of his glider and moved closer towards the Lizard. Using his laser sword, he cut a vertical cut in the Lizard's stomach and launched his hand that carried the grenade into the cut and pressed the button. Once the grenade was placed, Hayden retracted his hand and the cut healed itself.

"What's that gonna do?" asked the Lizard. Hayden pointed at his stomach and he looked down to see the grenade's light blinking in his stomach. The Lizard's eyes widened and he exploded into scales and green slime.

"Ew, that is so gross" said Rocky as he glared at the slime surrounding the floor.

"At least we beat him, didn't we?" asked Hayden. Rocky shrugged his shoulders.

"Come on, let's go help Sherman and Bullwinkle" said Hayden as he took his mask off and jabbed his sword into the Lizard's decapitated head and leaving it in there, and they flew below to help their friends.

**(You can stop playing the song now)**

**A/N: There you have it! Rocky and Bullwinkle teaming up with Spider-Boy and the New Goblin to take out the bad guys! I know a lot of you would love seeing something like that. And yeah, Hayden has had a change of heart to help his old friend. Now in the next update we will see Sherman and Bullwinkle take on Venom! And a whole lot more! Please review, thanks!**


	10. Sherman & Bullwinkle vs Venom (Round 2)

** A/N: In the last update, Hayden and Sherman have teamed up to take down Venom and Lizard! And Rocky and Bullwinkle volunteered to help! So Rocky helped Hayden destroy the Lizard by putting a grenade in his stomach and making him explode! Now We will see Sherman and Bullwinkle fight Venom. I hope you like this second part of the fight! Enjoy!**

** (Normal P.O.V.)**

** (This chapter has another fight song, so now start playing 'Preliator' by Globus as you read part two of this fight sequence)**

Sherman and Bullwinkle were just kicked to the floor by Venom.

"How does it feel to be the one getting tossed around huh? Not so good, huh?" asked Venom in a spiteful tone of voice.

"I've had my fair share of taking some beatings when taking down freaks like you" Sherman said getting back up, shooting his webs to the left and the right, and they attached themselves to a cement mixer and a cinder block. Once Sherman yanked the webs, the two objects hit Venom from both sides hard.

"You're gonna pay for that!" shouted Venom. He charged at Sherman, but Bullwinkle stepped in front of him and hit him in the face with a shovel. The force of the shovel forced Venom to the other side of the room. Venom got up noticing large slabs of glass nearby and ran over to them and punched them, causing them to break into pointy sharp shards.

"Stay still, Sherman. I'm just gonna take a little bit off the top" said Venom throwing the shards at Sherman and Bullwinkle. Sherman's spider senses made him dodge the shards and throw them back at Venom using his webs. The shards cut Venom, but the goo made the cuts stitch themselves back up.

"This for hitting my face with a shovel!" Venom shouted. He flicked his wrist and shot a rope of goo at Bullwinkle and it attached itself to his chest. Venom then began swinging Bullwinkle around the room until his head hit a support beam, knocking the moose out.

"You're next!" Venom shouted launching himself towards Sherman and pinned him to the floor. Venom screamed into Sherman's face and Sherman shut his eyes tightly at the sight of Venom's face getting up into his own. Sherman then opened his eyes to look to his wrists to see that Venom had placed tight strands of goo around his wrists and when taking his grip off Sherman, he made more goo ropes attach the goo cuffs to two support beams that were on the left and right.

"Our favorite little spider is right where we want him. Now, no one can stop us" said Venom as he picked up a pipe that had a pointed end and put it up to Sherman's neck.

"Toby, it's the suit that's making you do this. You have to take it off" said Sherman.

"Oh, you'd like that, wouldn't you?" asked Venom as he lashed the sharp end of the pipe across the left arm of Sherman's suit and left a cut in it. Sherman screamed in pain as the pipe cut into his suit and left some bleeding cuts in it as well.

"You think you're so special, huh? You're not! Now, a new generation is about to begin. The age of Spider-Boy is over. The reign of Venom is about to take place. Nice knowing you, Sherman" said Venom as he raised the pipe and got ready to stab Sherman, but something forced the pipe out of Venom's hand and made him scream in anger.

"Need some help?" asked a voice. Venom and Sherman turned their heads to see Hayden and Rocky flying towards them.

"Bullwinkle!" Rocky said flying down to the unconscious moose. Hayden's glider let out it's extended blades on the front end of the glider and tried to stab Venom with them, but Venom dodged the attack and swiped the board from underneath Hayden's feet with a goo rope. Hayden then landed in a pile of pipes and the impact of Hayden's landed made the pipes made loud vibrating noises.

"Rrrrraaaaaarrrrrrrgggggggghhhhhhh!" Venom screamed in agony as the sounds from the pipes rang through his ears. The black suit that covered Venom began making vibrating movements up and down his body too, it didn't like the sound of loud vibrating metal.

"Wait a minute, loud noises. Like in the bell tower at the church! That's it weakness!" Sherman said in his mind realizing what he had to do now in order to stop Venom. As soon as the loud noises stopped, Venom spoke.

"Sayonara Spider-Boy!" Venom shouted taking Hayden's blade tipped glider in his hands and launched himself towards Sherman. Hayden then got up and got in front of Sherman, letting the blades go into his body. Sherman was shocked to see Hayden sacrificing himself for him.

"I'm sorry" Hayden rasped and let a lone tear fall from his eye as the blood stained glider blades dripped Hayden's blood onto Sherman's boots.

"HAYDEN!" Sherman shouted. Venom swung the glider and made Hayden's body toss aside. Unknown to Sherman that Mr. Peabody, Penny, and Mary Jane witnessed the whole thing from the staircase and ran over to Hayden's body as well as Rocky and Bullwinkle when the moose had awoken.

"Come on! Come on!" Sherman grunted and broke free from one of the goo cuffs that bound him to the beams. With his right wrist free, he tried to reach for the pointy ended pipe that Venom tried to stab with but couldn't reach it.

"You know what? Screw it! We're just gonna kill you straight forward!" Venom shouted tossing the glider aside and began charging at Sherman. Sherman then used his webbing to grab the pipe and yanked it into his hand. Once he broke his left wrist free, he hit Venom in the face like a baseball bat and made Venom land in the center of where pipes were scattered everywhere.

"Take this!" shouted Sherman as he picked another pipe and banged them together. Venom's suit began making vibrating movements again and began screaming in pain. Sherman began taking the other pipes and jabbed them into the floor around Venom, forming a circle. Sherman then began tapping one pipe against all the other pipes to make the suit even more upset and weak.

"NO! NO! NOOOOO!" shouted a familiar voice. That voice belonged to Toby. Sherman spotted a hole opening in the back of the black suit to see Toby's gray T-shirt. Sherman then shot a strand of web at the shirt and with great force, he pulled Toby out of the evil creature.

"I did it" Sherman said silently. Sherman thought that without a host, the symbiote would die, but once he heard growling noises. He turned around to see that the creature was still alive, it looked like Venom with the face, and chest with the menacing white spider symbol on it's chest, only it had multiple clawed arms on it's back as well as clawed tentacles coming out of it's midsection and it was bigger than before.

"Yes! Yes! Yes! Come to papa!" Toby cheered out as he admired the size of the creature. Sherman looked at it in worry. It tried to attack Sherman, but the redhead banged one of the pipes in the circle with the pipe in his hands. The creature stepped back and whined in pain. Sherman then noticed that Hayden's glider was lying on the floor next to him and he reached out for it. Out of a special slot came a grenade that launched itself into Sherman's hand.

"Sherman! What are you doing!?" shouted Toby. Sherman pressed the button on the grenade.

"Getting rid of that thing for good!" Sherman said as he now held his arm back.

"No! You can't! I need it!" shouted Toby. Sherman then threw the grenade at the symbiote. Toby then jumped into the circle made from pipes.

"NOOOOOOOOO!" Toby cried as he launched himself into the symbiote in an attempt to reattach himself with it. Sherman's look turned to a look of concern and ran towards the creature with the grenade and classmate attached to it.

"TOBY!" shouted Sherman as he ran closer to it. But it was too late. The grenade detonated and Toby and symbiote were destroyed, leaving tiny little splatters of Toby's blood and black goo that remained from the now dead symbiote. Sherman then took a deep breath of relief and stepped back.

**(You can stop playing the song now, hope you liked it)**

"Thank God, it's finally over" Sherman said. But then, something came to his mind.

"Hayden" Sherman said running over to the body of his friend. Sherman then got down to his knees and put Hayden's head in his lap and his hands on his shoulders.

"Sherman" Hayden said weakly. Sherman smiled and his eyes began turning watery.

"Yeah, it's me, Hayden, it's me" Hayden whispered.

"Hayden, listen to me. We're gonna get you some help, you're gonna be okay" Mr. Peabody said putting Hayden's right hand in his paws tightly.

"It's too late for that now. I'm sorry, but it's too late" said Hayden with a weak smile and a cough, letting blood out of his mouth. He then looked up to Sherman.

"What happened to Venom?" asked Hayden.

"Blown up, he's out of our lives forever" Sherman said letting his tears come down.

"Good. I'm sorry that I let my anger get the best of me, that I let the Goblin take over me all those months ago. I never should have let that happen" Hayden apologized. Sherman wiped his tears away and spoke with his voice cracking a bit.

"That doesn't matter anymore to me. What matters to me is that no matter what, I'm still your friend" Sherman said.

"Best friends" Hayden rasped as he held up his left hand and formed it into a fist. Sherman nodded and spoke back.

"Best friends" he repeated in a low whisper and put one of his left hand into a fist and did a small fist-bump. Hayden then put his left hand down on the floor and just took one last breath and closed his eyes. Peabody felt Hayden's hand go limp in his paws and he placed it on his chest.

"No (sniffles) No" Sherman said now letting his tears fall out in sorrow that he had lost his friend. Peabody went over to Sherman and pulled into a hug, letting his son cry into his fur. Penny looked down to her hands sadly and Mary Jane held her arms open for a hug and Penny accepted it. Rocky and Bullwinkle just let some tears fall and hug each other.

**A/N: Wasn't that a good fight? Hayden sacrificed himself to save Sherman, and Sherman blew up both Toby and Venom with one of Hayden's grenades, Toby was so obsessed with the power that he'd let himself get killed along with the symbiote. And it was a sad scene where Hayden died and it was full of tears.**

** Also, before I close this chapter, I wanna let you readers know that 'The Amazing Spider-Boy 4' is in progress and it's gonna be a crossover with 'Frozen'! Yes! But first we've gotta go through one last update. Please review, thanks!**


	11. An Electrifying Wedding

** A/N: Here it is! The final update before 'The Amazing Spider-Boy 4'! Sherman had defeated Venom, and Hayden died sacrificing himself for his friend. Now, I know some of you have been wanting to see this part, so I'm just gonna give it to you right now. Enjoy!**

** (Normal P.O.V.)**

** -Seven Months Later-**

It's been months since Sherman, Penny, Mary Jane, Mr. Peabody, Rocky, and Bullwinkle had held a private funeral for Hayden. They buried his body in central park and Sherman was the only one who showed the most tears. Upon burying Hayden, they removed his armor from his body and decided to keep his New Goblin gear and his glider in the Peabody on display as a memorial of Hayden.

Now, it was in the middle of Spring, and there were people being seated in rows. A left row and a right row with a white carpet going through the aisles of chairs, Rocky and Bullwinkle sitting among the many people in that audience. And standing at a white altar surrounded with white roses was Peabody standing up on a tall stool and he had a black tuxedo on. Sherman stood next to the stool wearing a tuxedo similar to his father's and he had his suit underneath it (Yes, since his old suit was damaged during the whole ordeal with Venom and Lizard, Sherman had to have another replacement suit).

"You nervous?" Sherman whispered to his father.

"None of the achievements in my life are bigger than this one, I have every right to be nervous" Peabody said with his paws behind his back. Everyone stood up as soon as they heard the 'There Comes the Bride' theme. And Mary Jane was walking down the aisle in a white long sleeved wedding dress with a silver tiara on her head with the white veil on the back with her hair done in a bun. In her hands were a bouquet of red roses. And behind her, carrying her veil in her hands was Penny wearing an elegant pink dress.

"Thanks for being my maid of honor, Penny" said Mary Jane with a smile.

"No problem. I wouldn't wanna miss this for the world" said Penny. Penny let go of the veil as soon as Mary Jane was up on the altar right next to Peabody on the stool that he stood on to match Mary Jane's height. The preacher began speaking.

"Dearly beloved, we are gathered here today to witness the bonding of Hector Peabody and Mary Jane Watson in Holy matrimony" said the preacher. After a while of exchanging vows and MJ placed the wedding band on Peabody's paw and Peabody did the same with her hand on the finger next to her engagement band, the preacher finally asked the question.

"Do you take Mary Jane Watson as your lawfully wedded wife?" asked the preacher to Peabody.

"I do" said Peabody.

"And do you, Mary Jane Watson take Hector Peabody to be your lawfully wedded husband?" asked the preacher. Mary Jane just smiled with her eyes wet and nodded.

"I do" she said with a sob in her throat.

"Then by the power invested in me, I now pronounce you dog and wife. You may now kiss the bride" said the preacher.

"I love you" Peabody whispered with a smile.

"I love you too" Mary Jane replied in a gentle tone and they pressed their lips against one another's and kissed in front of the audience as they clapped for the newly wedded couple. Their kiss was interrupted by a giant burst of lighting striking the ground and terrifying everyone.

"What was that!?" Penny exclaimed as the blast forced her to fall onto the ground and Sherman ran over to help her up.

"Sorry to interrupt the beautiful moment, but we just had to give the bride and groom a SHOCKING surprise, if ya know what I mean" said a voice coming up from the sky. In front of everyone landed a man with glowing yellow skin and piercing red eyes wearing a skin tight leather jumpsuit with a yellow lighting bolt in the center of it, and he wore black boots that went up to his shins.

"Don't cut the wedding cake without me" said Sherman to Peabody and Penny before running behind a tree and climbing up into it. While inside the tree, Sherman took off his tuxedo and hung it on one of the branches. In the place of the tux was now his Spider-Boy suit and he launched himself out of the tree with his webbing after putting the mask on.

"Yo, Sparky! Heads up!" shouted Spider-Boy before swinging into the man's face.

"Spider-Boy, what an honor this is. Allow me to introduce myself, I am Electro" said Electro taking off his black gloves and revealing his yellow hands that were emitting electricity like the rest of his skin was.

"Yeah that name isn't working for me, I'm gonna call you Sparky from now on" said Spider-Boy to taunt Electro.

"Big mistake, little spider" said Electro with a cackle as he raised his hand and shot a large bolt of lightning out of his palm. Spider-Boy was able to dodge the bolt due to his spider senses and jumped to the side and the bolt made a tree behind him explode.

"Okay, who crashes weddings like this? You shouldn't just be arrested for electrical assault, but for ruining somebody's special day with electrical assault" said Spider-Boy with his hands on his hips and shaking his head in disapproval. Electro let out another frightening cackle again.

"It won't be so special for them if they have to spend the rest of their special day in an eternal blackout, as well as their lives" Electro said as he raised his hands in the air and thousands of bolts of electricity flew out of his hands and into the sky.

"Um yeah, something tells me that this 'Eternal Darkness' thing you're trying to achieve isn't gonna happen" said Spider-Boy as he shot a strand of web at a tree branch that came from the tree that Electro blew up and tossed it at his face. Electro was paying too much attention to the bolts of lightning he was shooting out of his palms to acknowledge the tree branch hitting him in the face.

"Uh oh" Electro said before getting hit in the face and falling backwards into the pond behind the altar and getting all the power drained out of him due to the water that surrounded him in the pond.

"Sorry sparky, but you really needed a drink" Spider-Boy joked as he looked down at the now unconscious Electro who's skin was no longer yellow, but a pasty white Spider-Boy then tied Electro up to the tree and walked over to Mary Jane, Penny, and Peabody.

"Hope I didn't miss the cake" Spider-Boy joked. Peabody smiled at Spider-Boy and asked the photographer to take a photo of him and Mary Jane with Spider-Boy. Spider-Boy was in the middle, Peabody and Mary Jane were on his left and right. Spider-Boy made two 'Peace' signs and they smiled for the camera as their picture was taken.

**-The End-**

** (The Amazing Spider-Boy 3 play-list)**

** Not Listening – Papa Roach**

** Marry Me -Train**

** Fancy (Feat. Charli XCX) – Iggy Azalea**

** The Moon Song (Peabody and Mary Jane's Love theme 2) – Karen O & Ezra Koenig**

** Preliator – Globus**

** High Roller (Myagi Remix) – Crystal Method**

**Wait (Sherman and Penny's love theme 3) – M83**

** A/N: There you have it! The wedding of Mary Jane and Mr. Peabody. And a villain cameo made by Electro! And Sherman kept Hayden's Goblin gear and his glider to remember him by (How sweet of him). Anyways, 'The Amazing Spider-Boy 4' will be posted tomorrow, just look in the crossover category between 'Mr. Peabody & Sherman' and 'Frozen'! More to come in the next update! Please review, thanks!**


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